SEAT

Vivid Seats Inc. Form 8-K Summary

Business Context and Reporting Period

Vivid Seats Inc. reported the completion of its business combination with Horizon Acquisition Corporation on October 18, 2021. Horizon merged into Vivid Seats, with Vivid Seats surviving. The filing is a transaction report rather than a quarterly earnings release; it does not present operating results for the October 18, 2021 reporting date.

Transaction and Ownership

• Vivid Seats acquired all outstanding equity of certain entities associated with Hoya Topco and issued equity interests in Hoya Intermediate.
• PIPE investors purchased 47,517,173 shares of Class A common stock for approximately $443.7 million.
• Hoya Topco received 118,200,000 shares of Class B common stock and 6,000,000 warrants for nominal cash consideration.
• Following closing, Hoya Topco owned approximately 60.6% of Vivid Seats’ outstanding common stock and voting power; Horizon Sponsor and affiliates owned approximately 26.7%; former Horizon public stockholders owned approximately 7.1%; and other PIPE investors owned approximately 5.6%.
• Vivid Seats owned approximately 39.4% of Hoya Intermediate, while Hoya Topco owned approximately 60.6%.

Financial Metrics, Liquidity, and Capitalization

The filing incorporates financial statements of Hoya Intermediate and Horizon, as well as unaudited pro forma combined financial information, for periods including the six months ended June 30, 2021 and the year ended December 31, 2020. The underlying figures are not reproduced in the provided filing text.

Material Changes and Agreements

• The business combination closed, and Horizon’s ordinary shares and warrants were converted into Vivid Seats securities.
• The Company entered into a Stockholders’ Agreement, amended and restated Registration Rights Agreement, Tax Receivable Agreement, and Second Amended and Restated LLC Agreement.
• Vivid Seats issued 6,000,000 Class B warrants to Hoya Topco. Hoya Intermediate issued 3,000,000 warrants exercisable at $10.00 per unit and 3,000,000 warrants exercisable at $15.00 per unit to Hoya Topco.
• Horizon Sponsor received 17,000,000 warrants exercisable at $10.00 per share and 17,000,000 warrants exercisable at $15.00 per share, along with 6,519,791 converted warrants.
• The charter and bylaws were amended and restated. Class A and Class B common stock each carry one vote per share.
• Vivid Seats’ shares began trading under the symbol SEAT and its warrants under SEATW on Nasdaq.

Management, Outlook, and Risks

• Stanley Chia, Jane DeFlorio, Craig Dixon, Julie Masino, Martin Taylor, Todd Boehly, and Tom Ehrhart joined Mark Anderson and David Donnini on the board. David Donnini was appointed chairman.
• Jane DeFlorio became audit committee chair and was identified as an audit committee financial expert.
• The filing provides no revenue, earnings, cash flow, or operational guidance.
• The filing text does not provide new management outlook commentary, contingencies, or risk-factor updates. Investors should review the incorporated Proxy Statement/Prospectus and the executed agreements for detailed governance, tax, registration, warrant, and related-party provisions.

Important Facts to Verify

• Review the Hoya Intermediate financial statements, Horizon financial statements, and pro forma financial information incorporated as Exhibits 99.1 through 99.6.
• Verify the final post-closing share count, ownership percentages, dilution from warrants, and the terms of the Class A and Class B share structure.
• Assess the Tax Receivable Agreement’s potential future cash payment obligations and the effect of Hoya Topco’s controlling ownership.
• Review the Registration Rights Agreement, Stockholders’ Agreement, and amended LLC agreement for governance, transfer, and liquidity implications.
• Confirm cash balances, debt, transaction costs, and pro forma liquidity, as these values are not clearly provided in the filing text.